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SalMar ASA

M&A Activity Aug 25, 2021

3731_rns_2021-08-25_1d8685c0-f353-4c30-85d5-ed311561d286.html

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Update regarding SalMar's voluntary cash offer to acquire all outstanding shares in Norway Royal Salmon

Update regarding SalMar's voluntary cash offer to acquire all outstanding shares in Norway Royal Salmon

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY

OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE

UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR PURCHASE ANY

OF THE SECURITIES DESCRIBED HEREIN.

Update regarding SalMar's voluntary cash offer to acquire all outstanding shares

in Norway Royal Salmon

Frøya, 25 August 2021

Reference is made to the stock exchange announcement dated 20 August 2021

regarding a voluntary cash offer by SalMar ASA ("SalMar" or the "Offeror") to

acquire all outstanding shares in Norway Royal Salmon ASA ("NRS", or the

"Company") for NOK 270 per share (the "Offer").

The Offeror has today submitted to the Oslo Stock Exchange an offer document

(the "Offer Document") for the Offer. The offer period for the Offer will

commence following approval of the Offer Document by the Oslo Stock Exchange,

which is expected to be obtained during the week commencing 6 September 2021.

The offer period will be four weeks (the "Offer Period"), subject to any

extensions. Settlement of the Offer will be made within two weeks after

announcement that the closing condition relating to the minimum acceptance level

of more than 50% of the issued and outstanding shares and voting rights of the

Company on a fully diluted basis has been satisfied or waived, provided that the

other closing conditions remain satisfied until such completion or are waived by

the Offeror.

Completion of the Offer will not be conditional upon any financing or due

diligence conditions, or any condition relating to approval from competition

authorities.

For further information, please contact:

Trine Sæther Romuld, CFO & COO

[email protected] (mailto:[email protected]), +47 991 63 632

Håkon Husby, Head of Investor Relations

[email protected] (mailto:[email protected]), +47 936 30 449

About SalMar

SalMar is one of the world's largest and most efficient producers of farmed

salmon. The Group has farming operations in Central Norway, Northern Norway and

Iceland, as well as substantial harvesting and secondary processing operations

in Norway, at InnovaMar in Frøya and Vikenco in Aukra. SalMar also owns 50% of

the shares in Scottish Sea Farms Ltd.

See www.salmar.no (http://www.salmar.no) for more information about SalMar.

Important information:

The release is not for publication or distribution, in whole or in part directly

or indirectly, in or into Australia, Canada, Japan or the United States

(including its territories and possessions, any state of the United States and

the District of Columbia). This release is an announcement issued pursuant to

legal information obligations, and is subject of the disclosure requirements

pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued

for information purposes only, and does not constitute or form part of any offer

to sell or purchase, or solicitation to purchase or subscribe for any

securities, in the United States or in any other jurisdiction. The securities

mentioned herein have not been, and will not be, registered under the United

States Securities Act of 1933, as amended (the "US Securities Act"). The

securities may not be offered or sold in the United States except pursuant to an

exemption from the registration requirements of the US Securities Act. The

Offeror does not intend to register any portion of the offering of the

securities in the United States or to conduct a public offering of the

securities in the United States. Copies of this announcement are not being made

and may not be distributed or sent into Australia, Canada, Japan or the United

States. The Offer, if made, will be subject to specific legal or regulatory

restrictions in certain jurisdictions. Neither the Company nor any of its

advisers assume any responsibility in the event there is a violation by any

person of such restrictions. The distribution of this release may in certain

jurisdictions be restricted by law. Persons into whose possession this release

comes should inform themselves about and observe any such restrictions. Any

failure to comply with these restrictions may constitute a violation of the

securities laws of any such jurisdiction. No adviser of the Company or the

Offeror is acting for anyone else than the Company or the Offeror, respectively,

and will not be responsible to anyone other than such party providing the

protections afforded to their respective clients or for providing advice in

relation to any other matter referred to in this release.

Forward-looking statements:

This release and any materials distributed in connection with this release may

contain certain forward-looking statements. By their nature, forward-looking

statements involve risk and uncertainty because they reflect current

expectations and assumptions as to future events and circumstances that may not

prove accurate. A number of material factors could cause actual results and

developments to differ materially from those expressed or implied by these

forward-looking statements.

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